Terms of Use

These terms and conditions govern your use (“you”, “your”) of the XDEFI Wallet (defined below) and related services (“Terms”).

1. THESE TERMS AND INFORMATION ABOUT XDEFI

1.1 Parties to these Terms

These Terms apply between you and XDEFI Technologies Ltd (“XDEFI”, “we” “our”), a business company organised under the laws of the British Virgin Islands with its registered address at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.

1.2 Acceptance of these Terms

You acknowledge and agree that by submitting your registration to use our services or by using or accessing any part of the XDEFI services (including the XDEFI Wallet or any XDEFI Wallet software), or by clicking to accept or agree to these Terms (if/when that option is made available to you), you signify that you: (i) have read, understood, accept and agree to be bound by these Terms; (ii) agree to any additional terms and conditions that XDEFI may issue from time to time; and (iii) consent to the gathering, collection, disclosure, use and other handling of information as set out in our Privacy Policy (available here: https://www.xdefi.io/privacy-policy/). If you do not accept these Terms, you are not permitted to access or use the XDEFI Wallet or any XDEFI Wallet software or any of our services. Our Privacy Policy is incorporated in its entirety into these Terms by this reference, and all references herein to the “Terms” or the “Terms and Conditions”, include a reference to the Privacy Policy and by accepting these Terms you accept the Privacy Policy.

2. XDEFI features

2.1 What we do

2.1.1 We provide a web browser extension for managing supported digital currency using a blockchain distributed consensus system and supported by cryptography (Cryptocurrency).  Our web browser extension serves as a digital wallet (having ‘Hierarchical Deterministic’ (HD) properties) in relation to these Cryptocurrencies which allows you to:

2.1.1.1 receive and store units of account in relation to Cryptocurrency;

2.1.1.2 transfer Cryptocurrency where Transfer or Transferring means a cryptographically signed message instructing a ledger transfer of units of account in relation to Cryptocurrency from one Cryptocurrency wallet to another;

2.1.1.3 connect to supported and compatible blockchain applications;

2.1.1.4 enable swaps between supported Cryptocurrencies and each other and/or fiat currency (Swaps); and

2.1.1.5 access certain native decentralized finance features.

2.1.2 XDEFI Wallet operates locally on your computer as a non-custodial wallet.  These Terms set out a licence for the use of the XDEFI Wallet, and not the provision of a service from XDEFI.  In the operation of XDEFI Wallet, XDEFI Wallet interacts with Cryptocurrencies and third party services, but there is no interaction between the XDEFI Wallet and XDEFI (other than the optional provision of your contact details set out in clause 12).

3. WARNING of RISK

3.1 You acknowledge that Cryptocurrencies are new and relatively untested.  They carry inherent risks (that are outside of our control) as they have technical vulnerabilities, may undergo a community led change in operating model or technical features (often referred to as a fork) and their regulatory status may change at any time in any one or multiple jurisdictions.  In addition to this, the value of Cryptocurrencies are subject to market forces and their value is not backed by any government or other entity.

3.2 We make no warranties, representations, guarantees or equivalent (whether express or implied) as to the value, utility or legal status of any Cryptocurrencies.

3.3 Before using the XDEFI Wallet, or Transferring Cryptocurrency, you should ensure you have carried out adequate research into the risks and disadvantages of Cryptocurrency and have sufficient understanding of the functionality, usage and storage of Cryptocurrency and Cryptocurrency wallets.  By Transferring Cryptocurrency to the XDEFI Wallet you confirm to XDEFI that you have carried out such research, and understand and accept the risks and disadvantages of Cryptocurrency.

3.4 You acknowledge that the Swaps functionality is experimental in nature.  The Swaps functionality interacts with, and relies on, third party applications.  We make no representations or warranties of any kind regarding these third party applications, including but not limited to representations and warranties of compliance, availability, or security.  You acknowledge and agree that your use of Swaps subjects you to the terms of service of any third party application and that you are solely responsible for evaluating each application. Your use of any third party services will be subject to the separate terms of use, policies including privacy policies and any applicable fees of these third parties. We are not an exchange and we do not offer exchange services of any kind.

3.5 You expressly acknowledge and agree that as the XDEFI Wallet is: (a) not a service; and (b) non-custodial software, you are solely responsible for your activity and any risk of loss at all times, including when using the Swaps functionality.  As such, we make no representations or warranty that the Swaps feature is compliant with laws in any jurisdiction, and you are solely responsible for making any such determination with respect to your use of Swaps.

4. Fees

4.1 Transfer Fee

Each Transfer will attract a transaction fee (also known as a mining fee) in the normal manner for transfers of units of account in relation to Cryptocurrency between two Cryptocurrency wallets.

4.2 Swap Fee

Each Swap will be subject to the terms and provided at the exchange rate and other rates of the relevant third party provider of the Swap.  As the provider of the XDEFI Wallet, XDEFI may receive a commission in relation to each Swap (whether natively via the mechanisms of the relevant Cryptocurrency, directly from the Swap provider, or otherwise), however such commission shall be calculated and arranged separate to the relevant Swap.

5. REGISTRATION AND IDENTITY

5.1 Credentials

When setting up your XDEFI Wallet, you will be responsible for keeping your own account secrets, which may be a twelve-word seed phrase, an account file, or other locally stored secret information (“Private Key”).

5.2 Local encryption

We encrypt your account information (including the Private Key) locally with a password you provide, that we never send to our servers.  You agree to: (a) never use the same password for the XDEFI Wallet that you have ever used outside of this service, (b) keep your secret information, Private Key and password strictly private and confidential and not share them with anyone else and (c) immediately notify us of any unauthorised use of your XDEFI Wallet or breach of security.  We cannot and will not be liable for any loss or damage arising from your failure to comply with this clause 5.

6. RESTRICTED JURISDICTIONS AND SANCTIONS

6.1 Restricted Jurisdictions

The XDEFI Wallet is not offered for use to persons or legal entities which are located in, or have their habitual residence or registered office in a jurisdiction where the holding of or the use of Cryptocurrency violates applicable law or regulations. You warrant and represent that you are not located in or resident in such a jurisdiction.

6.2 Sanctions

In addition, you represent to us that you and your financial institutions, or any party that owns or controls you or your financial institutions, are: (a) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S.  Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S.  Department of Treasury and the Entity List of the U.S.  Department of Commerce), the European Union or its Member States, the United Kingdom (as implemented in the British Virgin Islands) or other applicable government authority; and (b) not located in any country to which the United States has embargoed goods or has otherwise applied any sanctions.

7. Your OBLIGATIONS

7.1 Your promises to us

7.1.1 You represent and warrant that:

7.1.1.1 subject to clause 8.2 of these Terms, you have full ownership and sole control of the Cryptocurrency within your XDEFI Wallet;

7.1.1.2 you shall implement and maintain reasonable and appropriate measures designed to secure access to your Private Key (howsoever stored) required to access your XDEFI Wallet;

7.1.1.3 at the date you create the XDEFI Wallet, you are of legal age to form a binding contract (at least 18 years old in most jurisdictions) and if you are under the age of majority in your jurisdiction of residence, then please note that you may only use the XDEFI Wallet with the consent, and/or under the supervision, of your parent or legal guardian (Note to parents and guardians: by granting permission to your minor to access the XDEFI Wallet or to use any of our services, you agree to these Terms on behalf of your minor and you confirm that you are solely responsible for exercising supervision over your minor’s online activities. If you do not agree to these Terms, do not in any circumstances let your minor use the XDEFI Wallet or any of our services); and

7.1.1.4 the decision to make any Transfer is your sole decision, and not the decision or responsibility of us.

7.1.2 You further represent and warrant that you shall not use the XDEFI Wallet in any way which:

7.1.2.1 is harmful, unlawful or illegal;

7.1.2.2 may give rise to civil or criminal liability for us or any of our affiliates, officers, directors, employees, agents, contractors, consultants, vendors, and representatives;

7.1.2.3 in our sole discretion may bring us or any of our affiliates, officers, directors, employees, agents, contractors, consultants, vendors, and representatives into disrepute;

7.1.2.4 is on behalf of a third party; or

7.1.2.5 is not expressly authorised by these Terms.

7.2 You shall be solely liable for any costs or expenses, including mining fees or taxation, which arises as a result of any transactions relating to a Transfer, in each case using the XDEFI Wallet.

7.3 Your use of the XDEFI Wallet complies with all laws and regulation applicable to you and/or the jurisdiction you are located in, or have habitual residence or registered office in, including:

7.3.1 having legal capacity and any other threshold requirements in its jurisdiction for acquiring or taking control of Cryptocurrency;

7.3.2 any foreign exchange or regulatory restrictions applicable to the use of the XDEFI Wallet; and

7.3.3 any governmental or other consents that may need to be obtained.

7.4 When you must compensate us

7.4.1 You agree to fully reimburse and compensate us on demand from and against any and all damages, liability and costs (including all professional fees) incurred by us in connection with any claim arising out of:

7.4.1.1 any fraud or fraudulent misrepresentation you commit;

7.4.1.2 any breach of applicable law or regulation by you;

7.4.1.3 any use of your XDEFI Wallet or Private Key by a third party;

7.4.1.4 your use of the Swaps functionality to access third party services;

7.4.1.5 any breach by you of these Terms; and

7.4.1.6 third party claims arising from your use of the XDEFI Wallet.

7.4.2 You agree to fully cooperate with us in the defence of any claim we receive in relation to your use of the XDEFI Wallet.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Intellectual Property Rights.  For the purpose of these Terms Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get‑up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software including both source and object code, database right, topography rights, moral rights, know‑how, trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

8.2 We own the XDEFI Wallet.  You acknowledge that all right, title and interest in the XDEFI Wallet and any software to enable its use including all Intellectual Property Rights, belong to and are retained solely by us (or our third‑party suppliers).  These Terms do not provide you with title or ownership of any Intellectual Property Rights or other rights other than the rights specified in these Terms.

8.3 Licence to use the XDEFI WalletAs long as you comply with these Terms, we grant you a limited, non‑exclusive, non‑transferable, revocable licence for the duration of these Terms to access and use the XDEFI Wallet for your personal use only.

8.4 Do not misuse the XDEFI WalletYou must not use or access the XDEFI Wallet in order to build a competing product or service and any features of the XDEFI Wallet or our services which you can access only through use of the XDEFI Wallet shall be deemed to be the confidential information of XDEFI.

9. DISCLAIMERS

9.1 Use of third party technology is at your own risk.  You acknowledge that the XDEFI Wallet, the internet, web browsers and other technology (included but not limited to blockchain technology) upon which the XDEFI Wallet relies is never completely error free and technical disruptions and human error may interfere with the use of Cryptocurrency.

9.2 Notwithstanding any other provision of these Terms, the XDEFI Wallet is provided on an “as is” and “as available” basis and, to the fullest extent permitted by applicable law, without warranty or condition of any kind, either expressed or implied, including, but not limited to, implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, and/or non‑infringement.

10. LIMITATION OF LIABILITY

10.1 We do not exclude liability for death or injury or other specified losses.  Nothing in these Terms will operate to exclude or limit either party’s liability:

10.1.1 for death or personal injury caused by its negligence;

10.1.2 for any fraud or fraudulent misrepresentation; or

10.1.3 to the extent that such liability cannot be excluded or limited under applicable law (including under any consumer guarantees which apply to you).

10.2 Exclusion of certain losses

Subject to clause 10.1, we shall not be liable for any:

10.2.1 indirect, special or consequential loss or incidental loss;

10.2.2 loss of profit;

10.2.3 loss of business or business opportunity;

10.2.4 loss of revenue;

10.2.5 loss of anticipated savings;

10.2.6 wasted expenditure;

10.2.7 loss of goodwill;

10.2.8 loss or corruption of data;

10.2.9 loss caused as a result of your negligence, lack of understanding of Cryptocurrency, Transfers, Swaps or Cryptocurrency wallets or failure to follow any reasonable instructions issued by us;

10.2.10 loss caused as a result of the loss, theft or destruction of your Private Key;

10.2.11 loss caused by advances in technology or cryptography (including development of quantum computers) that effects the security of Cryptocurrency;

10.2.12 loss caused by mining attacks, including double‑spend attacks, majority mining power attacks, selfishmining attacks, and race condition attacks;

10.2.13 loss caused by a change in the exchange rate or value of any Cryptocurrency (including as a result of the acts or omissions of XDEFI);

10.2.14 loss caused by any legal, regulatory or technical changes in any part of the world relating to Cryptocurrency;

10.2.15 loss caused by a technical vulnerability in any Cryptocurrency technology;

10.2.16 loss caused by a Cryptocurrency community decision to change the operating model or technical features of Cryptocurrency (whether or not this results in a ‘fork’);

10.2.17 loss caused by an unforeseeable event set out in clause 13.4; or

10.2.18 loss caused by you or any third party,

even if advised of the possibility of such loss or damage arising under or in connection with these Terms whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.

11. THIRD PARTY SERVICES USED BY XDEFI

11.1 Third Party Providers

Certain third party providers are used to provide the Swaps functionality of the XDEFI Wallet to you and, in addition, XDEFI may recommend you use certain third party services to gain access to further relevant services and functionality (in each case “Third Party Providers”).  You acknowledge and agree that your use of any such third party services will be subject to the applicable Third Party Provider’s terms and conditions, policies including privacy policies and any applicable fees and that any such Third Party Provider shall be an independent data controller and not a processor of XDEFI.  If you are having technical issues with any of the Third Party Providers, you should address such issues relating to such Third Party Provider directly as XDEFI shall have no liability to you for any failure or default of any such Third Party Provider.

11.2 Right to change Third Party Providers

We reserve the right to use other Third Party Providers and/or change the current Third Party Providers from time to time.

12. CONTACT DETAILS

12.1 How XDEFI may contact you

If we need to contact you, we may do so using the contact details you provided via XDEFI Wallet.  When you access the XDEFI website or use the XDEFI Wallet, you may opt‑in for us to contact you with information about goods and services which we feel may be of interest to you.  You can ask us to stop at any time and we will comply with your request.

12.2 XDEFIs contact details

You can contact XDEFI using the following details: info@xdefi.io

13. GENERAL

13.1 Termination

We reserve the right to terminate your licence under these Terms by providing 1 month’s notice, or immediately if you materially breach these Terms. Your right to use the XDEFI Wallet will cease upon such termination.

13.2 Interpretation

In these Terms, unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

13.3 These Terms may get updated

We may update or revise these Terms at any time by posting an update on this page. Any and all amendments are effective immediately upon posting them on this page and/or any of the XDEFI Wallet software and apply to all access to, and continued use of, our services. Your continued use of the XDEFI Wallet after any such change(s) constitutes your acceptance of the new Terms (whether you have reviewed them or not) and they will be binding on you. It is solely your responsibility to regularly check this page to review the current version of the Terms. These Terms were most recently updated on 24 June 2022.

13.4 Unforeseeable Events

Neither XDEFI nor you will be liable to the other for any delay or non-performance of its obligations under these Terms arising from any cause or causes beyond its reasonable control including any of the following: act of God, governmental act, hacking, war, fire, flood, failure of Cryptocurrency, accident, strikes, lock‑outs or other industrial action, breakdown of plant or machinery, explosion or civil commotion.

13.5 Assignment

We may transfer our rights and obligations under these Terms to another organisation.  We will always tell you in writing (including via email) if this happens.  You must not transfer your rights or your obligations under these Terms to another person or entity unless we give our prior written consent.

13.6 No rights for third parties

These Terms are between XDEFI and you.  No other person shall have any rights to enforce any of the terms.  Neither XDEFI nor you will need to get the agreement of any third party in order to make any changes to these Terms.

13.7 No waiver

If we do not insist immediately that you do something you are required to do under these Terms, or if we delay in taking steps against you in respect of you breaching these Terms, that will not mean that you will not have to do those things, and it will not prevent XDEFI from taking steps against you at a later date.

13.8 Severance

If any provision or part provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part provision shall be deemed deleted.  Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

13.9 No partnership or agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between XDEFI and you, constitute XDEFI or you as agent of any other person, or authorise XDEFI or you to make or enter into any commitments for or on behalf of any other person.  XDEFI and you confirm they are acting on their own behalf and not for the benefit of any other person.

13.10 Governing law and jurisdiction

These Terms (and any non‑contractual obligations arising out of or in connection with these Terms and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with the laws of England and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England.  Notwithstanding the foregoing, if you are acting as a consumer (as defined under applicable laws) when entering into these Terms, you shall have the right to bring and defend claims in the courts located in your home jurisdiction.